Sarah Ennis

2 weeks ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of Chancery’s finding that a waiver clause in a stock option agreement was unambiguous and extinguished the plaintiff’s rights to previously granted stock options.

2 weeks ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained regarding parent Holdings’ involvement in the plaintiff’s alleged misconduct based on torts and breaches of employment agreements and fiduciary duties.

1 month ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit concerning whether the employee choice doctrine (under which courts do not review forfeiture-for-competition provisions for reasonableness so long as the employee voluntarily terminated their employment) applies outside of the limited partnership context.

1 month ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock required only a majority-of-the votes-cast, a plaintiff stockholder sought to enjoin the company from proceeding on the ground that the amendment required a majority-of-the-outstanding-shares-entitled-to-vote. The only issue was the voting standard. The relevant charter provision provided that “The number of authorized shares of Common Stock . . .

2 months ago | jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus

The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote under Section 266 of the Delaware General Corporation Law. A stockholder filed an action alleging that the conversion was subject to a supermajority 66 2/3% vote pursuant to a provision – Article X – of the corporation’s certificate of incorporation that required such a vote “to amend or repeal, or adopt any provision” of the certificate.